{"id":40606,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-only-stock-appreciation-rights-award-agreement-vulcan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-only-stock-appreciation-rights-award-agreement-vulcan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-only-stock-appreciation-rights-award-agreement-vulcan.html","title":{"rendered":"Stock-Only Stock Appreciation Rights Award Agreement – Vulcan Materials Co."},"content":{"rendered":"

THIS DOCUMENT CONSTITUTES PART OF<\/strong> <\/p>\n

A PROSPECTUS COVERING SECURITIES THAT<\/strong> <\/p>\n

HAVE BEEN REGISTERED UNDER THE<\/strong> <\/p>\n

SECURITIES ACT OF 1933<\/strong><\/p>\n

\n

VULCAN MATERIALS COMPANY<\/em><\/strong> <\/p>\n

STOCK-ONLY STOCK APPRECIATION RIGHTS AWARD
\nAGREEMENT<\/em><\/strong> <\/p>\n

Granted under the 2006 Omnibus Long-Term Incentive
\nPlan<\/em><\/strong> <\/p>\n

Terms and Conditions<\/em><\/strong> <\/p>\n<\/p>\n

November 9, 2011<\/em><\/strong><\/p>\n

\n<\/p>\n\n\n\n
<\/td>\n\n

1.<\/strong><\/p>\n<\/td>\n

\n

Definitions<\/em><\/strong>.<\/strong> As used in this Award
\nAgreement the following terms shall have the meanings as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

“Award Agreement” means this Stock-Only Stock Appreciation Rights Award
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

“Company” means Vulcan Materials Company, a New Jersey corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

“Committee” means the Compensation Committee of the Board of Directors.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

“Disability” means Permanent and Total Disability whereby the Participant is
\nentitled to long-term disability benefits under the applicable group long-term
\ndisability plan of the Company or a subsidiary, or, to the extent not eligible
\nto participate in any Company-sponsored plan, under the guidelines of the Social
\nSecurity Administration.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

“Exercise Price” means the Fair Market Value of a Share on the Grant Date.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

“Fair Market Value” or “FMV” means the closing stock price for a Share as
\nreported on a national securities exchange if the Shares are then being traded
\non such an exchange or as determined by the Committee if Shares are not so
\ntraded.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

“Grant Date” means the date of this Award Agreement.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

“Participant” means the name of the employee of the Company or its
\nsubsidiaries or affiliates.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

“Plan” means the Vulcan Materials Company 2006 Omnibus Long-Term Incentive
\nPlan, as amended, or any successor plan, as amended.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(j)<\/p>\n<\/td>\n

\n

“Share” means a share of Common Stock, par value $1.00 per share, of the
\nCompany.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(k)<\/p>\n<\/td>\n

\n

“Stock-Only Stock Appreciation Right” or “SOSAR” means the right granted to
\nthe Participant by the Company to receive Shares having a Fair Market Value
\nequal to the excess, if any, of the Fair Market Value of a Share on the date of
\nexercise over the Exercise Price for each such right granted.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Page 4 of 7<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

2.<\/strong><\/p>\n<\/td>\n

\n

Grant and Term of the SOSARs<\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Grant<\/u>. <\/em><\/strong>The Participant is awarded the number
\nof SOSARS identified through the electronic, on-line grant acceptance process.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Term<\/u>. <\/em>The SOSARs shall terminate and may no longer be
\nexercised on the first to occur of (i) the date ten (10) years after the Grant
\nDate or (ii) the last date for exercising a SOSAR following termination of the
\nParticipant’s employment with the Company as described in Section 4.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

3.<\/strong><\/p>\n<\/td>\n

\n

Exercise of a SOSAR<\/em><\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Vesting and Right to Exercise<\/u>. Except as otherwise provided in Section
\n4, and subject to the Committee153s discretion set forth in Section 6, the SOSARs
\nshall vest and become exercisable in installments as follows:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

On December 31, 2011, 40% shall vest and become exercisable. The remaining
\n60% shall vest and become exercisable at the rate of 1\/35th<\/sup> each
\nmonth beginning on January 9, 2012. The final vesting date shall be November 9,
\n2014.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Vesting of Partial Shares<\/u>. In the event that the vesting schedule set
\nforth above yields a fractional number of SOSARs, the number of SOSARs subject
\nto vesting in any given installment shall be rounded down to the nearest whole
\nnumber of SOSARs.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Method of Exercise<\/u>. SOSARs may be exercised by written notice to the
\nCompany which must state the Participant’s election to exercise the SOSARs, the
\nnumber of SOSARs being exercised and such other representations and agreements
\nwith respect to such SOSARs as may be required pursuant to the provisions of
\nthis Award Agreement and the Plan. The written notice must be signed by the
\nParticipant and must be delivered to the person designated by the Committee as
\nthe Stock Administrator prior to the termination of the SOSARs as set forth in
\nSection 2.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Delivery of Shares<\/u>. Upon the exercise of a SOSAR, the Company shall
\nissue or deliver to the Participant certificates for the number of Shares the
\nParticipant is entitled to receive under the terms of this Award Agreement as
\nsoon as practicable; and, when possible, in the same calendar year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Withholding<\/u>. The Company shall withhold Shares having a Fair Market
\nValue on the date the tax is to be determined equal to the minimum statutory
\namount for federal, state, local, and employment taxes (“Total Tax”) which could
\nbe withheld on the transaction, unless the Participant remits to the Company the
\nTotal Tax required with respect to any taxable event arising as a result of this
\nAward Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

4.<\/strong><\/p>\n<\/td>\n

\n

Termination of Employment.<\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Disability<\/u>. Upon determination of Disability, as defined in Section
\n1(d), the SOSARs outstanding as of the date of such disability shall be deemed
\nto be fully vested and immediately exercisable. The term of the SOSARs will
\nremain as defined in Section 2.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Death<\/u>. Upon the death of a Participant, the SOSARs outstanding as of
\nthe date of death shall be deemed to be fully vested and immediately
\nexercisable, and may be exercised by the Participant’s legal representatives at
\nany time until the first to occur of (i) the date that is one year after the
\nParticipant’s death or (ii) the date on which the SOSARs expire according to
\ntheir term.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Page 5 of 7<\/p>\n

\n

\n\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Other Termination<\/u>. Upon voluntary termination prior to age 55, or upon
\ninvoluntary termination for reasons other than death, Disability, or cause as
\ndetermined under Section 4(d), the Participant may exercise vested SOSARs until
\nthe first to occur of (i) the date that is 30 days after the Participant’s
\ntermination or (ii) the date on which the SOSARs expire according to their term.
\nThe unvested SOSARs on the date of termination shall be forfeited.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Termination for Cause<\/u>. If a Participant153s employment is terminated for
\ncause, the SOSARs outstanding will immediately terminate and may not be
\nexercised to any extent by the Participant, even with respect to vested SOSARs.
\nThe Committee shall have complete discretion to determine whether a Participant
\nhas been terminated for cause. The Committee’s determination shall be final and
\nbinding on all persons for purposes of the Plan and this Award Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Change in Control of the Company<\/u>. Upon a Change in Control of the
\nCompany, as defined in the Vulcan Materials Company Change in Control Severance
\nPlan or any successor plan, the SOSARs granted under this Award Agreement will
\nbe deemed to be fully vested and immediately exercisable by the Participant. The
\nterm of the SOSARs set forth in Section 2 shall not be affected by a Change in
\nControl of the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

5.<\/strong><\/p>\n<\/td>\n

\n

Section 16(b) Participants.<\/em><\/strong> Any Participant subject
\nto Section 16(b) reporting shall be governed by same with respect to the
\nexercise of SOSARs.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

6.<\/strong><\/p>\n<\/td>\n

\n

Committee Discretion.<\/em><\/strong> The Committee may, in its
\nsole discretion, amend this Award Agreement to the extent necessary to comply
\nwith any statute, regulation, or other administrative guidance. Notwithstanding
\nany other provision of the Plan or this Award Agreement, the Committee may amend
\nthe Plan or this Award Agreement to the extent permitted by their terms and
\naccelerate vesting for the events described in Section 4(a) and 4(b) extend the
\nexercise periods for the events described in Sections 4(b) and 4(c), as long as
\nthe exercise period does not extend beyond the SOSAR term set forth in Section
\n2. The Committee shall not make any amendment pursuant to this Section 6 that
\nwould cause this Award Agreement, if it is subject to or becomes subject to
\nSection 409A of the Internal Revenue Code, to fail to satisfy the requirements
\nof such Section 409A.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

7.<\/strong><\/p>\n<\/td>\n

\n

Entire Agreement; Amendment<\/em><\/strong>. This Award Agreement,
\nThe Memorandum, and the Plan are incorporated herewith and represent the entire
\nunderstanding and agreement between the Company and the Participant, and shall
\nsupersede any prior agreement and understanding between the parties. Except as
\nprovided in Section 6 of this Agreement and subject to any Plan provision, this
\nAward may not be amended or modified except by a written instrument executed by
\nthe parties hereto.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

8.<\/strong><\/p>\n<\/td>\n

\n

Non-Solicitation.<\/em><\/strong> In consideration for this
\nAgreement and notwithstanding any other provision in this Agreement, the
\nParticipant agrees to comply with the non-solicitation covenants set forth below
\n(except where not applicable due to some state laws):<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Non-Solicitation of Customers<\/u>. The Participant acknowledges that while
\nemployed by the Company, the Participant will occupy a position of trust and
\nconfidence and will acquire confidential information about the Company, its
\nsubsidiaries and affiliates, and their clients and customers that is not
\ndisclosed by the Company or any of its subsidiaries or affiliates in the
\nordinary course of business, including trade secrets, data, formulae,
\ninformation concerning customers and other information which is of value to the
\nCompany because it is not generally known. The Participant agrees that during
\nthe period of employment with the Company and for a period of two years after
\nthe date of termination of employment with the Company, regardless of the reason
\nfor termination, the Participant will not, either individually or as an officer,
\ndirector, stockholder, member, partner, agent, consultant or principal of
\nanother business firm, directly or indirectly solicit any customer of the
\nCompany or of its affiliates or subsidiaries.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Page 6 of 7<\/p>\n

\n

\n\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Non-Solicitation of Employees<\/u>. The Participant recognizes that while
\nemployed by the Company, the Participant will possess confidential information
\nabout other employees of the Company and its subsidiaries or affiliates relating
\nto their education, experience, skills, abilities, compensation and benefits,
\nand inter-personal relationships with suppliers to and customers of the Company
\nand its subsidiaries or affiliates. The Participant recognizes that this
\ninformation is not generally known, is of substantial value to the Company and
\nits subsidiaries or affiliates in developing their respective businesses and in
\nsecuring and retaining customers, and will be acquired by the Participant
\nbecause of the Participant153s business position with the Company. The Participant
\nagrees that during the period of employment with the Company and for two years
\nafter the date of termination of employment with the Company, regardless of the
\nreason for termination, the Participant will not, directly or indirectly,
\nsolicit or recruit any employee of the Company or any of its subsidiaries or
\naffiliates for the purpose of being employed by the Participant or by any
\nbusiness, individual, partnership, firm, corporation or other entity on whose
\nbehalf the Participant is acting as an agent, representative or employee and
\nthat the Participant will not convey any such confidential information or trade
\nsecrets about other employees of the Company or any of its subsidiaries or
\naffiliates to any other person except within the scope of the Participant153s
\nduties as an employee of the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Remedies<\/u>. If any dispute arises concerning the violation by the
\nParticipant of the covenants described in this Section, an injunction may be
\nissued restraining such violation pending the determination of such controversy,
\nand no bond or other security shall be required in connection therewith. If the
\nParticipant violates any of the obligations in this Section, this Award
\nAgreement will terminate, if it is outstanding, and, in addition, the Company
\nwill be entitled to any appropriate relief, including money damages, equitable
\nrelief, and attorneys153 fees.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Page 7 of 7<\/p>\n

\n

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